Mehri Shadman

About Mehri Shadman

Mehri Shadman is Executive Vice President, Chief Legal Officer (CLO) and Corporate Secretary at Under Armour, serving in the role since October 2022 after joining the company in 2013. She previously led corporate legal, global ethics and compliance, data privacy, and enterprise risk management, and began her career as an associate in the capital markets practice of a large international law firm; she was 42 as of FY2024 disclosures . Company performance context relevant to pay-for-performance: FY2025 adjusted operating income was $212.3 million, GAAP net income was $(201.3) million, and Company TSR value-of-$100 was 28.92 versus peer group TSR 42.36; compensation linkages prioritized adjusted operating income and currency neutral net revenue in FY2025 . The proxy highlights 180 bps gross margin improvement in FY2025 driven by supply chain and lower discounting .

Past Roles

External Roles

Fixed Compensation

• Under Armour does not disclose CLO-specific base salary or bonus in the NEO tables for FY2025; the CLO was not a named executive officer in that year .
• Program design: executive base salary reflects responsibility, experience, competitive data; annual cash incentive plan targets for non-CEO executives set at 75% of salary, with threshold 50% and maximum 200% of target; metrics and weightings focus on adjusted operating income and currency neutral net revenue .
• Compensation peer group used for market assessment (no percentile targeting): Capri, Levi Strauss, Skechers, Carters, lululemon, Tapestry, Columbia Sportswear, NIKE, Urban Outfitters, Deckers, PVH, VF Corp, Hanesbrands, Ralph Lauren .

Performance Compensation

• FY2025 executive annual cash incentive plan payout was approved at 115% of target based on metric outcomes; the plan applies to executive officers generally (CEO handled separately) .
• FY2025 performance-based RSUs for executives (non-CEO) used a one‑year performance period with 50/50 weighting on AOI and currency-neutral net revenue; 107% of target earned, vesting in three equal annual installments in June 2025, May 2026, and May 2027 .
• Vesting schedule for FY2025 time‑based RSUs to executives: three equal installments on June 3, 2025; May 15, 2026; May 15, 2027, subject to continued employment .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; Executive Vice Presidents 3x salary; all other executive officers 1x salary; expectation to achieve within five years of appointment/promotion .
• Compliance status: all executive officers and non‑management directors are either compliant or within five-year window (new to roles), implying in-progress alignment for recent appointees .
• Hedging and pledging: hedging (short sales, derivative transactions) prohibited; while pledging is permitted under policy, no directors or executive officers had shares pledged in FY2025 .
• Insider trading policy imposes blackout periods and prohibits trading while in possession of MNPI; additional restrictions for directors/executives .

Employment Terms

• Employment agreements: Under Armour has no employment agreements with named executive officers; compensation and roles governed by program policies and committee decisions .
• Executive Severance Program (EVP-level): if terminated without cause (outside CoC), lump-sum of 1.5x base salary for EVPs; pro‑rated annual incentive based on actual company performance if employed at least six months; paid benefits (medical/dental) for 18 months; cash for transition services; subject to a one-year non‑compete .
• Executive Change-in-Control Severance (double trigger): upon CoC, if terminated without cause or resign for good reason within two years (or three months before in connection), severance equals 1.5x (salary + target bonus); one-year non‑compete; no tax gross‑ups .
• Clawback policy (Oct 2023): compliant with Dodd-Frank and NYSE; in the event of an accounting restatement, recovery of incentive-based compensation received on/after Oct 2, 2023 during the three completed fiscal years preceding the restatement; additional Sarbanes‑Oxley reimbursements for CEO/CFO if misconduct caused the restatement .
• FY2026 settlement constraint: Under a June 2024 class action settlement, UA agreed not to grant time‑based restricted stock or RSUs to the CEO, CFO, and CLO for three years; the FY2026 program reflected adjustments (e.g., CFO received restricted cash in lieu of equity) .

Investment Implications

• Strong pay-performance linkages: executive incentives are quantitatively tied to adjusted operating income and currency neutral net revenue, with demonstrated FY2025 achievement (115% cash payout; 107% PSU earn-out). This aligns management actions with profitability over revenue quality, a positive for margin discipline .
• Equity alignment and risk controls: robust ownership guidelines (3x salary for EVPs such as the CLO), clawbacks, and anti-hedging, with no pledging—reducing misalignment and governance risk .
• Retention and award mix risk: Settlement-era prohibition on time-based equity awards for the CLO may constrain typical retention levers; FY2026 adjustments (e.g., cash in lieu for CFO) indicate willingness to preserve value delivery while respecting constraints. Monitoring whether similar structures are provided to the CLO is prudent given potential for reduced vesting cadence and selling pressure dynamics in standard windows .
• Governance and shareholder support: “Say-on-pay” approval exceeded 90% in 2024, signaling investor acceptance of UA’s compensation framework; continued focus on AOI and revenue metrics under committee oversight (with independent consultant WTW) suggests stable governance processes .

Note: Under Armour did not disclose individual compensation or grant detail for the CLO in FY2025’s NEO tables; analysis above applies program-wide features and disclosed constraints. For insider trading/selling patterns, UA’s policy enforces blackout windows and prohibits hedging; no pledges existed among executives in FY2025 .